UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule
13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of: May, 2016
Platinum Group Metals Ltd.
(SEC File No. 001-33562)
Suite 788 – 550 Burrard Street, Vancouver BC, V6C 2B5, CANADA
Address of Principal Executive Office
Indicate by check mark whether the registrant files or will file annual reports under cover:
Form 20-F [ ] Form 40-F [ X ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 26, 2016 | “R. Michael Jones” |
| R. MICHAEL JONES | |
| DIRECTOR & CEO |
EXHIBIT INDEX
THE FOLLOWING DOCUMENT IS HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENT ON FORM F-10 (FILE NO. 333-211164), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED:
| Exhibit | Description |
| 99.1 | Material Change Report dated May 26, 2016 |
| FORM 51-102F3 |
| MATERIAL CHANGE REPORT |
| ITEM 1. | NAME AND ADDRESS OF COMPANY |
PLATINUM GROUP METALS LTD. (the
“Company” or “Platinum Group”) 788 – 550 Burrard Street Vancouver BC, V6C 2B5
Telephone: (604) 899-5450
Facsimile: (604) 484-4710
| ITEM 2. | DATE OF MATERIAL CHANGE |
May 26, 2016
| ITEM 3. | NEWS RELEASE |
A news release was disseminated on May 26, 2016 to the TSX as well as through various other approved public media and was SEDAR filed with the British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland Securities Commissions.
| ITEM 4. | SUMMARY OF MATERIAL CHANGE |
(Vancouver, British Columbia) Platinum Group Metals Ltd. (PTM-TSX; PLG-NYSE MKT) (“Platinum Group” or the “Company”) announces that further to its press release of May 5, 2016 it has closed its public offering of common shares (the “Offering”). Pursuant to the Offering, the Company issued 11,000,000 common shares (the “Shares”) at a price of US$3.00 per Share, for aggregate gross proceeds of US$33,000,000. BMO Capital Markets, RBC Dominion Securities Inc. and Macquarie Capital Markets Canada Ltd. (collectively, the “Underwriters”) acted as the underwriters and agreed to buy the Shares on a bought deal basis.
| ITEM 5. | FULL DESCRIPTION OF MATERIAL CHANGE |
Platinum Group announces that further to its press release of May 5, 2016 it has closed the Offering. Pursuant to the Offering, the Company issued 11,000,000 Shares at a price of US$3.00 per Share, for aggregate gross proceeds of US$33,000,000. The Underwriters agreed to buy the Shares on a bought deal basis.
The net proceeds of the Offering will be used towards underground development and the ramp-up of production at the Maseve Mine (WBJV Project 1) platinum mine and for working capital purposes.
The Shares were offered by way of a short form prospectus filed in all provinces of Canada, except for Québec, and were offered in the United States pursuant to a registration statement filed under the Canada/U.S. multi-jurisdictional disclosure system.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
A written prospectus relating to the offering may be obtained upon request in Canada by contacting BMO Capital Markets, Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by telephone at 905-791-3151 Ext 4020 or by email at torbramwarehouse@datagroup.ca, and in the United States by contacting BMO Capital Markets Corp., Attn: Equity Syndicate Department, 3 Times Square, 27th Floor, New York, NY 10036 (Attn: Equity Syndicate), or by telephone at (800) 414-3627 or by email at bmoprospectus@bmo.com.
On behalf of the Board of
Platinum
Group Metals Ltd.
R. Michael Jones, CEO and Co-founder
For further information contact:
R. Michael Jones, President & CEO
or Kris Begic, VP, Corporate
Development
Platinum Group Metals Ltd., Vancouver
Tel: (604) 899-5450 /
Toll Free: (866) 899-5450
www.platinumgroupmetals.net
Disclosure
The Toronto Stock Exchange and the
NYSE MKT LLC have not reviewed and do not accept responsibility for the accuracy
or adequacy of this news release, which has been prepared by management.
Forward-Looking Statements
This press release contains
forward-looking information within the meaning of Canadian securities laws and
forward-looking statements within the meaning of U.S. securities laws
("forward-looking statements"). Forward-looking statements are typically
identified by words such as: believe, expect, anticipate, intend, estimate,
plans, postulate and similar expressions, or are those, which, by their nature,
refer to future events. All statements that are not statements of historical
fact are forward-looking statements. Forward-looking statements in this press
release include, without limitation, statements regarding the use of proceeds.
Although the Company believes the forward-looking statements in this press
release are reasonable, it can give no assurance that the expectations and
assumptions in such statements will prove to be correct. The Company cautions
investors that any forward-looking statements by the Company are not guarantees
of future results or performance, and that actual results may differ materially
from those in forward looking statements as a result of various factors,
including, but not limited to, variations in market conditions; the nature,
quality and quantity of any mineral deposits that may be located; metal prices;
other prices and costs; currency exchange rates; the Company's ability to obtain
any necessary permits, consents or authorizations required for its activities;
the Company's ability to access further funding and produce minerals from its
properties successfully or profitably, to continue its projected growth, or to
be fully able to implement its business strategies and other risk factors
described in the Company's prospectus, registration statement, Form 40-F annual
report, annual information form and other filings with the SEC and Canadian
securities regulators, which may be viewed at www.sec.gov and www.sedar.com,
respectively.
| ITEM 6. | RELIANCE ON SUBSECTION 7.1 OF NATIONAL INSTRUMENT 51-102 |
N/A
| ITEM 7. | OMITTED INFORMATION |
N/A
| ITEM 8. | EXECUTIVE OFFICER |
The following senior officer of the Issuer is knowledgeable about the material change and may be contacted by the Commission at the following telephone number: R. Michael Jones, President & CEO Phone: (604) 899-5450
| ITEM 9. | DATE OF REPORT |
May 26, 2016